UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 27, 2011
Athersys, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-33876
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20-4864095 |
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| (State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 3201 Carnegie Avenue, Cleveland, Ohio
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44115-2634 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (216) 431-9900
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
Athersys, Inc. (the “Company”) is filing herewith the following exhibits to its Registration
Statement on Form S-3 (File No. 333-164336):
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Placement Agency Agreement, dated as of January 27, 2011, by and among the
Company and William Blair & Company, L.L.C. and First Analysis Securities Corporation; |
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Form of Warrant; and |
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Opinion of Jones Day. |
On January 27, 2011, the Company entered into a Placement Agency Agreement (the “Placement
Agreement”) with William Blair & Company, L.L.C. and First Analysis Securities Corporation
(together, the “Placement Agents”) pursuant to which the Placement Agents agreed to use their
reasonable best efforts to arrange for the sale of up to 4,366,667 shares of the Company’s common
stock, $0.001 par value per share (“Common Stock”), and
warrants to purchase up to an additional 1,310,000 shares of Common Stock in a registered direct public offering (the “Offering”). The securities
will be sold in multiples of a fixed combination consisting of (i) one share (the “Shares”) of
Common Stock and (ii) one warrant to purchase 0.3 of a share of Common Stock (the “Warrants,”
and together with the Shares, the “Securities”). The sale of the Securities is being made pursuant
to Subscription Agreements (the “Subscription Agreements”) between the Company and each investor
party thereto at a purchase price of $3.00. The Warrants are
exercisable for 0.3 of a share
of common stock at a price of $3.55 per share and may be exercised by the holders thereof at any
time from and after the closing of the Offering until their
expiration five years from the date of issuance.
The Company has agreed to pay the Placement Agents a fee equal to 7% of the gross proceeds
received in the Offering (the “Placement Fee”). The Company has also agreed to reimburse the
Placement Agents for up to the lesser of (i) $100,000 in the aggregate or (ii) 8% of the gross
proceeds received by the Company from the Offering, less the Placement Fee, for certain expenses
incurred by them in connection with the Offering, including reasonable legal fees and disbursements
of counsel to the Placement Agents.
The net proceeds to the Company from the Offering, after deducting placement agents’ fees and
the Company’s estimated offering expenses, are expected to be
approximately $11.8 million. The
Offering is expected to close on or about February 2, 2011, subject to the satisfaction of
customary closing conditions. The Company intends to use these net proceeds for general working
capital purposes.
A copy of the Placement Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated herein by reference, and the description of the material terms of the Placement
Agreement is qualified in its entirety by reference to such exhibit. A copy of the form of
Subscription Agreement and the form of Warrant are filed as Exhibits 10.1 and 4.1, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the
material terms of the Subscription Agreements and the Warrants are qualified in their entirety by
reference to such exhibits.
On January 28, 2011, the Company issued a press release announcing the Offering. A copy of
the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
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